Fear Me, If You Dare
by Psyga315
Summary: When young Francis put on a pair of leather boots that his uncle Niko had, he was shunted into Equestria and transformed into an orange cat with the uncanny ability to fence. Now he must find a way to break the curse and go back home.
1. Beginnings

**Knock kno-kno-knock knock…**

That sound was something Francis had been wanting to hear for the entire month. Francis dropped his video game controller and ran to the door. He grabbed the doorknob and turned it, yanking the door open.

"Uncle Niko!" Francis immediately jumped into Niko's arms as he held him.

"Hey, Francis! How's my favorite nephew?" He asked.

"Silly! I'm your _only_ nephew!" He said. Niko brushed his chocolate brown hair and sat him down.

"Did you bring me anything, Uncle Niko?" Francis asked.

"As a matter of fact…" Niko reached into his pockets and pulled out a coin. "I did!" He flipped the coin as Francis caught it. The coin was much bulkier than the normal loonies and toonies that he had stashed in his piggy bank, and was colored in an orangish yellow than the gold that he had. On it was a gold engraving of a tiger's face. Francis looked at it in his hands and smiled. "They call it a Medal. I'm giving it to you because you'll always be first place in my heart." Niko said.

"Thank you, Uncle Niko!" Francis said. Niko took a large suitcase with him and placed it in the living room. Francis walked up to Niko. "Oh! Niko! Is this a _maaaaagic_ coooin?" Francis asked. Niko chuckled.

"No, Francis. But that's a good thing." Niko said.

"Why?" Francis asked.

"Do you remember what my old friend says about magic?" Niko turned around. Francis smiled. He knew just what he said:

"All magic comes with a price!" They both said. Niko poked Francis on the nose as the two chuckled. Just then, Francis heard his mother walk into the room.

"Niko…" She said. Francis recognized this tone of voice. This was the "mother needs to yell at people" tone of voice. He sighed and walked back to his video game console to play more of it. He just needed to angle his alien just right for him to be finally out of those pits. However, the lack of music caused him to overhear what his uncle and mother were talking about.

"Where the hell have you been?" She asked.

"Val, you know me. I have business in other countries and-"

"For months at a time? You don't even have the moment to contact us?" Val asked.

"It's… complicated. I can't send you guys a message even if I tried." Niko said.

"Mom's worried about you. We _all_ are. We nearly lost you once, we're not losing you again." Val said.

"We've been over this, Val. I was in no danger." Niko said.

"So how come every day you're out there, I'm reminded of the times I visited you in the hospital? Worrying that today would be the day you d-" Valerie was on the verge of tears before Niko hugged her.

"Look, I was in good hands before, I'll be in good hands again. You just gotta trust me." Niko said.

"… Who is it this time? Is it _him_?" She asked.

"No. Hadn't contacted him since he got arrested. Probably doesn't need me anymore."

"Arrested!? The hell did he get arrested for?" Valerie shouted and flailed her arms.

"I don't know! Look, he's out of our hair and this new client is a woman this time." Niko said.

"A… woman?" Val pulled him away and gave a cocky smile.

"No. She's tied down already… And to be frank… she's creepy." Niko said.

"Why do you always go for the creepy guys, Niko?" Val face palmed.

"It's not like I had a say in the matter. I was just salvaging some items for my next sale and she turned up and went all 'no, give them back'. From there, we worked out a deal." Niko said. Valerie groaned upon hearing the word.

"Nononononononono! Niko!" Valerie grabbed Niko's collar. "Deals! Bad!" She slapped him twice.

"Not in front of the kid!" Niko said. By this time, Francis had just beaten the game and began to watch a boy walk around the house as his score increased. He smiled. A pretty easy game once you knew how to play it. Niko was such a good treasure hunter, Francis thought as he recalled how he managed to obtain a whole bunch of them in New Mexico. He turned off the console and walked off to Niko's suitcase.

"Hey, Uncle Niko! Tell me about your grand adventures!" He shouted.

"One second, kid!" Niko said to the kid. However, Francis simply shrugged and opened up the bag. He pulled out a pair of black leather boots.

"Uncle Niko! Uncle Niko! Tell me about these boots!" Francis said. However, all he could hear were his parents squabbling. So, he decided to do what all boys do to get attention about something. Show it into their faces. Francis fitted his feet right into the boots and walked towards Niko and Valerie. "Uncle Niiiiiiiiikooooo!" Niko looked towards him, alright…

But the look on his face wasn't of delight. He could tell from the raised eyebrows and the dropped jaw that something was up. Though, he didn't need to know what was going on for long. Suddenly, the world seemed to gray out as he felt himself shrinking. Before he could feel anything else, he wiped out.

" _Niko! What happened to him?"_ The last thing he heard from the two was a cry from his mother.

* * *

 **CAW! CAW!**

Francis awoke to the sound of a cawing bird. As he got up, he found himself in a forest. Never before had he seen trees with lush, green leaves that seemingly blot out the sky. He looked at his feet and noticed the black boots. He tried to push the right boot off, but the boot was seeming stuck to his foot, tugging away at every pull. That's when he saw the hands on his boot… or rather, _paws._

Francis looked at his hands. They were now cat paws. He felt himself all over. Nothing but fur. He even felt the top of his head. Yes, he had cat ears.

"W-what am I!?" Francis shouted. That's when he heard growling. He turned around and noticed a pair of yellow-green eyes glowing. One by one, a pack of five wolves emerged. However, instead of fur, the wolves had a fine coat of tree bark. Their legs were stuck onto the bark like they were large twigs. The wolves crept up closer to Francis.

"S-stay back!" Francis shouted.

"Sorry kiddo," a grovelish voice echoed. "in this place, it's kill or be killed." Francis could see a black bird fly overhead him as it let go of a silver rapier. Francis leaped back with a little yowl as the rapier planted itself tip first. Francis immediately pulled the rapier out. As he did, sudden images of a cat played out in his head. A cat with a fine penchant for holding a rapier and fencing.

Without even knowing it, Francis held his rapier in the exact same way the cat did. As one of the wolves leaped to him, Francis jumped up, extended his arms and legs, and spun through the air, letting his rapier slice through the wolf. As Francis landed, the wolf landed just one second after. After half a second, Francis could hear a crack as the wolf began to split down the middle. As the two halves landed, two of the wolves ran off in a panic. The other two just growled and pounced at him.

Francis ducked and stabbed one of the wolves in the belly. Despite their wooden nature, the wolf howled at the stab and as Francis tossed it away, it was already beginning to writhe and die. With the final wolf, Francis simply jumped a foot into its way and stabbed the wolf in the eye. He then pulled the rapier out and sliced at the legs, tearing the sticks that formed it away and knocking the wolf's upper half to the ground. With one final swing, he stabbed the wolf's head with the rapier.

The wolf whimpered before it fell apart, back to a bundle of sticks and two large logs, one in the form of a wolf's head. Francis pulled the rapier out of the head and shivered.

"Not bad for a first fight, pipsqueak." He could hear the voice. Francis tried to find the source of the voice. "But, of course, you're gonna have to face bigger threats. This forest is filled with many dangers. You won't know who will fight you… and who will kill you. Who knows? Maybe _I'll_ be the one." Francis could hear himself hyperventilate as he turned and twisted his head around.

Eventually, he spotted the black bird perched on a tree. He knew it was a kind of crow or raven from its black beak and claws, but he didn't know what. What he _did_ know was that it was where the voice came from… If only because it spread its wings just as the voice said:

"Peek-a-boo, I see you…"

There was no time to confirm things. Francis simply bolted in the opposite direction as the bird cawed. His boots helped keep his footing as he ran. He considered using his front paws to sprint even more, but he was well aware that he'll lose his only means of defense in the process. So, he simply continued to run.

Eventually, Francis couldn't run anymore. However, he needed to keep running. His legs drooped so hard, that he tripped over his own feet, falling right into the path of a nice, shiny rock.

 **SMASH!**

* * *

His eyes slowly opened. He could hear a flapping of wings. Francis struggled to get up, but he felt his own body holding him down. He whimpered as the flapping got closer. He closed his eyes. The bird had reached him.

However, he instead felt a wet, warm cloth be pressed against his forehead.

He opened up and saw a pair of large green eyes. At first, Francis was startled, but he saw who the eyes belonged to. It was a winged horse, large for his newly adjusted size. It was… an unusual color for a horse to be a soft yellow, but then again, he fought wooden wolves, ran from a talking crow, and he was pretty sure he just became a cat thanks to the boots he wore.

"Oh! You're alright!" The horse spoke and Francis could notice her short snout. It was like that of a cat's muzzle. "I was so worried about you!" She said as she took the cloth out from him and twisted it over a bucket as a mixture of water and blood poured into it.

"W-where am I?" Francis asked. The horse dropped the cloth and looked at him.

"Y-you can talk?" Her eyes shrunk and she blushed. "Oh my! Er… Wait right here!" She said. She flew out of his sight. Francis had no idea what was going on, but he felt tired after the events of today and he took a nice nap.

" _And then he talked!_ " Francis woke up to see the yellow horse returned. "Ah! He woke up!" Francis could also see another winged horse with her, but this time, the horse had a horn and was a dark purple coat as opposed to a soft yellow coat, with her black hair having stripes of pink and magenta.

"Hmm… Hey, Fluttershy, have you noticed that this cat wears boots?" The alicorn asked.

"Yes I did, Twilight, but… um… I couldn't take them off." Fluttershy said. Suddenly, Francis' boots were surrounded in a purple aura as the winged unicorn's horn also glowed. Like what happened before, there was a lot of tugging, but they just didn't give way. Eventually the glowing stopped.

"This… is very peculiar." Twilight said. Francis could hear galloping hooves.

"You can't pull them off? Let me try!" Francis then noticed a pink unicorn entering his view. Like Twilight, she too had stripes in her hair, but these were cyan. Like before, the boots and horn glowed in aura, but this time in a light turquoise color. While there _were_ some tugging, Francis could feel like his boots could very easily be pulled off. However, the unicorn began to grunt as veins were popping out of her neck.

"Starlight, it's okay, you don't need to stress yourself. Let me help you." Twilight said as her horn began to glow. Francis could almost feel his boots could easily be pulled off his feet, however, before the two could be able to, the auras seemed to just cut off as the two horses fell to the ground, panting.

"Wow… It's… taken a lot out of us…" Starlight muttered.

"Yeah… Just as I thought." Twilight stood up. "These boots are coated with magic not from this realm."

"Not from this realm? What do you mean?" Fluttershy asked.

"… You remember that place I had to get the Element of Magic from, Fluttershy? The place I had to go into a mirror to access?" Twilight asked. Fluttershy nodded. "Well, that place and Equestria count as two different realms. I studied a bit on this for a while now, and I'm able to recognize this kind of magic." Twilight closed her eyes and sighed. "It's Misthaven Magic."

"W-what's wrong, Twilight? I-is Misthaven Magic bad?" Fluttershy said. Francis looked at the winged unicorn, hoping she'd answer that. However, it was her pink unicorn friend that answered.

"It's… much worse than that." Starlight said. Twilight looked at her with a raised eyebrow. "I studied on the topic of realms a lot during my time at…" She frowned. "The town…" She shook her head. "Anyways, the difference between Misthaven and Equestrian magic is like night and day. In Equestria, we share the magic with others and bring smiles to their hearts. In a way, it's like friendship… But Misthaven Magic… It's more give and take." Twilight turned to Fluttershy.

"There's laws on equivalent exchange, and then there's Misthaven's laws of equivalent exchange. There's an old saying in Misthaven." Twilight said. Starlight trotted forward, and what she said caused Francis to go cold, if only because he knew this exact saying:

"All magic comes with a price."


	2. Adjustments

It had been an hour since Francis came to. While the winged unicorn and her assistant left quickly without even talking to Francis, the buttery yellow pegasus stayed with him. She compressed a wet towel over his head.

"Don't worry, you'll be alright…" She said. Francis began to pull up his sheets. "You don't have to be afraid…" She patted him with her wing. "So what happened?" Fluttershy asked.

"I… I was running away… From this monster and… I fell over." Francis spoke up.

"What was a scared little cat like you doing in the Everfree Forest?" Fluttershy asked.

"I… I don't know… One moment I was home and the next… The next I…" Francis shook a little before he shed some tears. Fluttershy eyes began to water as she pulled him in for a hug.

"You poor thing!" Fluttershy said. "Don't worry." She pulled him out. "You're in an animal sanctuary. Here, you'll find nothing but comfort. Maybe you might find a new owner who loves you!"

"But… But I'm…" Just as he was about to speak some more, Fluttershy's doors slammed open.

"Heya, Shy!" Before Francis could even react, a rainbow streak zoomed right through to reach to Fluttershy. The streak soon changed into a blue pegasus with rainbow colored hair and bright reddish eyes. Francis' worries melted away for a brief moment if only because he saw a very cool horse before him.

"Oh, h-hi Rainbow Dash…" Fluttershy backed away when she rushed in, though she slowly worked her way back to where she stood upon seeing her.

"So, you know how Tank is still hibernating and all that?" Rainbow Dash said.

"Y-yeah?" Fluttershy asked.

"Well, I was figuring out something and I wanna run it with you first… Can I have a pet? Just until Tank wakes up?" Rainbow Dash asked. Fluttershy nodded.

"Well, of course!" She bit her lip a little bit. She prayed that Rainbow Dash wasn't as picky as last time. Francis, however, admired how bold this pony looked. Memories flashed of himself riding on a large white stallion, though he soon noticed from his size and how he positioned himself on the horse that he was remembering himself as a cat…

However, Francis didn't mind that. In fact…

"Can I be your pet? Please?" Francis asked. Rainbow Dash's eyes shrunk.

"Did… Did that cat just talk?" Rainbow Dash asked.

"Y-yes?" Fluttershy answered.

"That… Is… AWESOME!" Rainbow Dash instantly picked Francis off of his bed and put him on her back. "Can I keep him? Can I? Can I? Can I?" Rainbow Dash asked as she grinned.

"Um… I guess if it's okay with-"

"Yes!" Francis answered as he clinged onto her neck

"Okay then…" Fluttershy said.

"SWEET!" Rainbow Dash gave Fluttershy a big hug before she flew out. Francis was thankful to have held onto the scruff of Rainbow Dash's neck, as the sheer speed could take anyone off of her. "Hang on! I'm gonna take you to my place in ten seconds flat!" Francis closed his eyes as she flew upwards towards Cloudsdale. "So what's your name?" She asked.

"F-fraaaanciiiis!" Francis shouted.

"Eeeeeh, yeah, no. I'm gonna call you Ajax." Rainbow Dash said. Eventually, the fast pony stopped flying and the two settled on a white fluffy cloud where there was a tall, almost condo-like building. Rainbow Dash trotted into the condo with Francis on her back. As they entered though, a bellhop pony stopped them.

"Aaaaah, sorry mam," the pony spoke in a very nasally voice. "We have a no cats policy here." Rainbow Dash glared at him.

"Since when!?" Rainbow Dash asked.

"S-since last month! One of our tenants had a very bad allergic reaction to a cat on our annual 'Pet-A-Pet Day'." He said.

"Well horsefeathers!" Rainbow Dash sighed. "Sorry, Ajax, looks like it's back to Fluttershy…" Rainbow Dash said to Francis. However, Francis looked around and noticed he was in the air, as the clouds were at his eye level. Francis began to tremble. "Eeeerm, Ajax?" She asked.

"Take me down…" Francis muttered.

"What?" Rainbow Dash asked.

"Takemedowntakemedowntakemedowntakemedowntakemedown!" Francis clung onto Rainbow Dash's neck and started to whimper. Suddenly, his claws came out and pierced Rainbow Dash's neck.

"Ow! O-okay! S-sorry!" Rainbow Dash said as she then flew down from her Cloudominium back to Fluttershy's house. When Rainbow Dash landed, Francis let go of Rainbow Dash, though he was still trembling. "Ow… Think I'm bleeding somewhere." She said.

"Rainbow Dash! What happened?" Fluttershy flown out of her shed.

"Apparently my place has a no cats policy. Whodathunk it. Also, he got a little skittish when we got above ground." Rainbow Dash looked to the cat, though he was slowly getting over his trembling. "He's feeling better now." She said.

"Aaaaw, poor thing must be afraid of heights!" Fluttershy patted the kitty with her wing. "There, there…" Rainbow Dash sighed.

"Well, I at least tried." Rainbow Dash then patted Francis on the back. "Hey, if ya don't mind, could I visit Ajax every now and then?" She asked. Fluttershy raised her eyebrow. "That's what I called him." She said.

"Oh, well… of course!" Fluttershy smiled.

"Great! See ya later, buddy!" With a simple bro hoof to the cat, Rainbow Dash flew off.

"B-but my name is Francis…" Francis muttered. Francis sighed.

"Those boots are simply amazing!" Francis could hear another voice. He yelped and backed away, just as Fluttershy did. Francis turned to see a white unicorn with purple hair, straightened out into curls. "Oh, my apologies, Fluttershy, but those boots on the cat are simply adorable!" The unicorn had a slight British accent to it.

"Oh, R-rarity…" Fluttershy said.

"Twilight told me about you getting a cat." Rarity went over to look at the cat. "Yes… Yes indeed… He has such structure..." She played with his arms, looked at his tail, and even got him on his back.

"H-hey, easy!" With that, Rarity stopped.

"… And it talks." Rarity blinked.

"This is Francis." Fluttershy helped Francis up.

"Erm… Well… yes… Um… Fluttershy, mind if I borrow Francis for a while? He'd make an excellent model." She said.

"Um… You might wanna ask Francis." She pointed to Francis as she smiled, the air in her cheeks squeezing out to make a small yet cute squeaking noise.

"… Okay… Francis, _darling_ , would you mind being my model? I have a cat myself, but she's absolutely stubborn!" Rarity said. Francis simply blinked. What's his response? He was barely a day into Equestria and already he's thrust into a world of activity. First two unicorns inspected him, then a Pegasus nearly gave him a heart attack, and now some unicorn wants to make him some doll.

But… he had nothing better to do. He was stuck as a cat. Francis sighed and nodded.

"Lovely! Fluttershy, I'll bring him back by sundown!" Rarity trotted away as Francis followed.

* * *

"Well, here we are. Make yourself at home." Rarity said as she and Francis stepped into her boutique. Rarity trotted away as Francis looked around. He saw many different fabrics and different outfits. Francis just gagged and shook his head. The _last_ place he wanted to be was in some girly clothing store. He struggled to take the boots off one more time, though as he did, he tripped over and crashed on the ground.

"Huh? What happened?" A new voice came in. Younger from the sounds of it. Francis blinked as a small unicorn came to him. She had curly pink and purple hair, green eyes, and a white coat similar to Rarity. She proceeded to gasp. "A new cat!" Her voice cracked a bit before she picked Francis up and hugged him. "It's so cuuuuute!" Francis' ribs were being crushed by the unicorn's hug.

"I-I'm not cuuuute!" Francis strained out his words as Rarity walked. She then gasped and forced the little unicorn away from Francis with her magic.

"Sweetie Belle, don't annoy our new model." Rarity said.

"Aaaaw, but Rarity… Wait, new model?" Sweetie Belle said.

"Yes. I'm trying to sell a new line of fashion for cats, but you know how Opalescence is with modelling." Rarity picked up Francis with her magic. "Which is why I've picked this young feline to model for me." Rarity said. She tried to pull the boots off with her magic. "What did you do to these boots? Glue them?" She asked. Francis shook his head. After a few seconds of tugging, Rarity set down the cat. "Well, we can make due. The boots are cute on you." Rarity said.

"Not… Cute." Francis muttered.

"Hmmm… But what sort of outfit for you to wear…" Rarity placed her hoof to the bottom of her chin. "Something to match the boots…" Rarity said. That's when Sweetie Belle looked across the room and spotted something.

"Oh! Rarity! Here!" Sweetie Belle went over the other side and picked up a hat off the rack with her mouth. She then galloped over to Francis and put the hat on him. The hat was a fine leathery texture with the front bent upwards and a yellow feather sticking out of it.

"… It fits!" Rarity said. She then noticed a cloth on the wall and took it with her magic, levitating over to Francis and fitting it around his body. "And a cape too! It's so dashing!" Rarity made a pretend frame with her front legs and smiled. "Oooooh, Trottingham would _love_ this outfit for their cats. I call it… _Puss, in Boots_." Rarity said. Francis looked at himself in the mirror and saw the outfit he was in. He actually smiled.

"Wow! It's good!" Francis said. Rarity chuckled.

"What did you think I was gonna do, put you in a dress?" Rarity asked. Francis nodded. "Well, don't worry. In fact, I'll let you keep the outfit. Seems you enjoy being in it."

"R-really?" Francis asked.

"Why yes, yes you can." Rarity said.

"T-thanks!" Francis said.

"Well, you're free to go for now." Rarity said.

"Ooh! Does that mean I can play with him now?" Sweetie Belle asked.

"Sure you can." Rarity said.

"W-what?" Francis winced as Sweetie Belle squealed and grabbed Francis, dragging him away. "N-no! Please! Not the cooties!" Francis shouted. Sweetie Belle held him until they got to her bed, where she placed him on and gently laid down next to him. Her left legs secured themselves on top of Francis as she nuzzled into his fur.

"You have such soft fur…" Sweetie Belle quietly said. Francis struggled to get out, but he slowed down. Mostly because he felt… nice. Sweetie Belle soon rested her head right into where Francis' neck was and snored gently. Francis' eyelids drew heavy and he soon closed his eyes. Rarity walked into Sweetie Belle's room.

"Sweetie Belle, I'm going to go to Twilight's Castle for-…" That's when she saw the two sleeping kids cuddling with each other. "Aaaaw, they look so precious together." She smiled. She then took a blanket and placed it over the two before leaving.

* * *

Francis could smell sulfur in the air.

"Please… you must stop it…" A woman's voice rung in Francis' ears. It had a British accent, but distinct enough from Rarity. Francis could hear a subtle snarl in the background as he saw blurry images of red glows, orange skies, dark lands, and muted colors. Francis looked around. He could hear the cawing of the Crow.

" _You won't know who will fight you… and who will kill you. Who knows? Maybe_ _I'll_ _be the one._ " Francis could hear the Crow's voice echo in his head. Francis frantically turned around to see where the Crow is. However, he turned around and saw the Crow staring right into his face.

" _Peekaboo, I see_ _ **you**_ _…_ " The Crow's head slowly morphed into that of a howling wolf. The wolf opened its jaw and snapped tight.

* * *

Francis bolted out of Sweetie Belle's grasp and panted wildly. Sweetie Belle patted Francis down and slowly woke up.

"Huh… What happened?" Sweetie Belle said. Francis shuddered before realizing it was a nightmare. He trembled as Sweetie Belle gripped onto Francis.

"N-nothing… Just… Just a bad…" Francis was on the verge of tears before Sweetie Belle petted him on the back of the head.

"Don't worry…" Sweetie Belle said. Francis just trembled into Sweetie Belle's arms before he calmed down.

 **KNOCK KNOCK KNOCK**

Then his heart rapidly beat again. Sweetie Belle bolted out of the bed and ran over, squeeing as she trotted.

"Oh boy!" Sweetie Belle said. Francis got off the bed and followed Sweetie Belle to the front of the shop. As Sweetie Belle opened the door, Francis could see two ponies about Sweetie Belle's size. One was yellow-coated with orange eyes and red hair. She had a pink bow on the back of her head. The other was orange-coated with purple eyes and magenta hair. The orange pony had tiny Pegasus wings. Given how spikey the hair was, Francis initially thought the Pegasus was a boy until he saw the little lashes on her eyes.

"Hey Sweetie Belle! It's time for our weekly Cutie Mark Crusader meeting!" The yellow pony said. She had a soft southern accent to her voice.

"Yeah, we're heading over to the treehouse right now!" The Pegasus said, her tomboyish tone matching the look.

"Sure thing! Oh, Rarity picked up a new cat!" Sweetie Belle then grabbed Francis and showed him to the girls.

"Aaaaw, he's so cute!" The yellow pony said.

"N-not cute!" Francis squealed.

"And he talks too!" The Pegasus exclaimed.

"You think we can bring him over to the clubhouse?" Sweetie Belle asked.

"Yeah! Of course!" The yellow pony said. The pony got onto a red wagon tied to a blue scooter. Sweetie Belle got on the wagon as well and turned to Francis. Francis looked around until he saw a black bird flying in the sky. Could it be…?

"Aren't you comin'?" The Pegasus asked as she placed her hooves on the handles. Francis shook his head.

"S-sure." Francis went over and hopped on the wagon. As the wagon departed from the fashion shop, the yellow pony looked to the cat.

"So what's yer name?" She asked.

"It's…" Francis sighed and then smiled. "It's Ajax." Francis said. The name took a while to grow on him and by God does he need a more masculine name for the cootiesfest that he'll endure.


	3. Crow

Francis' stay at the clubhouse was… not exactly the best visit.

But then again, it was mostly because most of his visit was spent being tackled and nuzzled on by three small ponies while they rub their hooves all over his fur.

"I really like the orange on his fur!" The yellow pony, Apple Bloom, said.

"And his hat looks really neat!" The orange Pegasus, Scootaloo, said.

"He's also very warm when you hug him!" Sweetie Belle then proceeded to squeeze the life out of Francis, causing him to grunt. Francis took this time to notice something. All the ponies he met had symbols on their butts, all of them being different. These girls, however, had a similar mark. A tri-colored shield with a star in the middle. Only the shape that was in the star was unique to each of the girls.

Apple Bloom then got up and went over to a podium.

"Alright, cuddling aside, we gotta figure out this Cutie Mark problem." Apple Bloom then unveiled a picture of a series of bubbles. "Muffins is a very important pony to this community, being the mailmare and all, but she doesn't know what her Cutie Mark means!" Apple Bloom said. The two other ponies looked at it and tilted their heads.

Francis, meanwhile, just looked out the window. He had no idea what the girls were talking about and quite frankly, he didn't care that much. He just sighed and wondered about two things: how he can turn back to himself and how he can go home.

"Go on! Get!" That's when he heard a rough, southern accented voice in the distance. Francis turned his head to see a large, orange pony with blonde hair and freckles throwing some rope at…

A black-feathered bird.

Francis' heart beat as he looked at the bird.

"Big Mac, can I get some help here? This crow managed to get past the scarecrow!" As the pony said that, the bird cocked its head towards the treehouse.

Its blood red eyes darting towards _Francis_.

It immediately flew towards Francis. Francis drew his rapier as the bird flew right into the house, pushing Francis down.

"Oof!" Francis shouted. The ponies stopped their meeting to look at Francis and the bird. The bird merely cawed as it flew around the clubhouse.

"What the heck!?" Apple Bloom shouted.

"What's a bird doing at our house?" Scootaloo asked.

"It's after me! It wants to kill me!" Francis shouted as he trembled.

"Oh no, you don't!" Sweetie Belle tried to run at the crow, but she tripped over her own hooves, skidding across the ground. The bird chuckled and flew right to Francis. Francis got knocked out of the clubhouse via the window, though thankfully due to his cat-like features, he managed to land on his feet.

Rapier drawn, Francis glared as the crow flew out of the clubhouse. He glared. No more running. He was gonna fight this crow here and now. He's a cat. Why should he be afraid of a bird? If anything, the bird should fear _him_.

Francis licked his lips. His heart beat, but not in fear. As if it was on instinct that he was ready to pounce at the bird. As the crow closed in, Francis could already taste it in his mouth. He took out the rapier and slashed across.

 **CLANG!**

Only for the rapier to meet a large metal sword. Francis could only look in shock as crow feathers fell down. What was once a crow was now a man who wore a light gray jacket with a dark grey dress shirt. He had long black pants and a tattered red cloak. The man had short but spiky black hair and a stubble on his jaw. The stench of alcohol, a smell that Francis has not had before, emanated from the man as he smirked.

"Surprise…" He growled. He pushed his large sword right into Francis as he knocked him away. Francis' animalistic instinct left him and was replaced with fear. He trembled as the man rested his sword on his back. "It's funny. The cat fearing the bird? Well, I have a theory." Francis could see gears at the hilt of his sword beginning to turn as the blade began to split into five then curve upwards. The entire blade then shifted to the side as his handle became a long staff.

Before Francis' eyes, his sword became a scythe.

"They say crows are a sign of bad luck. Old superstition. It's how I got my name." He pulled back some bangs, spiking up the hair.

"C-Crow?" Francis asked.

"Bingo, kiddo!" Crow then ran towards Francis. Francis tried to block, but the scythe reached over to Francis and tripped him by the leg. As Francis fell, he could see the fillies run to him.

"Get away from Ajax!" Sweetie Belle shouted.

"Tch… Interference." His scythe then transformed back into a sword, but the blade still was at a ninety degree angle. He pointed it to Sweetie Belle and pulled a trigger placed at the hilt. Francis immediately ran to Sweetie Belle and deflected the bullet away. Francis could see a gleam in Crow's eye. That's when he noticed the bullet hit a branch on the treehouse, causing it to fall down towards Apple Bloom. Francis leaped right into her path and pushed her out of the way as the branch fell down.

With a thud, Francis was on top of Apple Bloom.

"You… you saved me!" Apple Bloom said. Francis just looked into Apple Bloom's orange eyes.

"H-hey! Let go!" That's when he and Apple Bloom looked up to see the large orange pony being grabbed by Crow and being held at scythepoint.

"Hey! Take down a message for that old windbag Celestia! If she ever wants to see the Element of Honesty again, she'd best unseal the three statues in the Everfree Forest! Otherwise, this apple's gonna rot… if you catch my drift." He smirked.

"N-no! Don't hurt my sister!" Apple Bloom said. This caused Crow to blink.

"Your sister, huh? Well, this makes the deal all the sweeter, right? A sister for a sister! How's _that_ for a deal?" He said. Apple Bloom just looked at him.

"A sister for a sister?" She asked. Francis got off of Apple Bloom and pointed his rapier to Crow.

"L-let her go… O-or I'll…" Francis trembled as he stepped forward, only to fall flat on his face. Crow laughed.

"You're _hardly_ on my level, kid. I appreciate your attempt at a fight, but this is a kill-or-be-killed world. You best just give up and cherish what you have… lest someone takes them away from you." Crow frowned, if only for a moment. He then looked to Francis. "If, however, you have a death wish…" He then took off his necklace, a cross that, due to how it's connected to the necklace, was tilted at an angle. He then tossed it to Francis who grabbed it. "Just hold onto that and say 'I bring misfortune'. Say that, and I'll be there, whether you like it or not." Crow then tightened his grasp over the pony and snapped his finger. From the bottom up, he and the pony were covered with gray smoke. As the smoke faded, the two were gone.

"Applejack!" Apple Bloom shouted as she got up to run after the smoke cloud, only for it to disappear.

"That jerk! Who does he think he is?" Scootaloo asked.

"Are you alright, Ajax?" Sweetie Belle asked.

"Yeah… But…" Francis then looked to Apple Bloom, who began to weep. The two fillies noticed this and began to comfort her. Francis, however, knew what must be done. He then ran off towards Fluttershy's house.

* * *

"Applejack's been what!?" It took a while for the purple alicorn to come with her pink unicorn friend, the two people Francis wanted to talk to when he ran to Fluttershy's house. Thankfully they weren't far away when he came over to Fluttershy's house to give her the news.

"Kidnapped! By a bird! But he's a man!" Francis began to go out of breath before Fluttershy patted him on the back.

"This is bad… Applejack holds a seat at your castle, Twilight. If the Map calls for her and she's not there, we might have to face a Friendship Problem that might not be solved." Starlight said. Twilight turned to the hyperventilating cat.

"Francis, is there any reason why this guy took Applejack?" Twilight asked.

"… He… He's holding her ransom." Francis said.

"For what?" Twilight asked.

"Some… I don't know. Statues in the… Erm… Nevergreen Forest?" Francis said.

"Statues? Why would he want statu-" Twilight then blinked and realized what he meant. "He wants those statues unsealed." Twilight said. Francis nodded. Twilight then looked to the ground. "If they're anything like the _last_ unsealed statue we faced, they could be bad news…" Twilight said.

"But we managed to befriend him. Surely we can befriend these people." Fluttershy said.

"That's out of the question." Francis turned his head towards the new voice and immediately jumped to the couch to hide in its pillows. The pony that appeared before him was practically a horse. Like Twilight, she too had wings and a horn, but her coat was a pure, snow white with her colorful hair flowing. The horse walked towards the group.

"Princess Celestia!" Twilight began to bow. "I'm surprised you decided to show up." She said.

"I felt something off yesterday and figured to come here to see what was going on. Seemed I came at a bad time." Celestia said.

"Yes… Applejack got taken hostage and her assailant is demanding we unseal some statues." Twilight said.

"Well, I should point out that befriending Discord was a hard feat on its own, and even afterwards, he wasn't fully good until he learned how important friendship really was. I fear it won't be easy for these three." She said.

"So then we just mount a rescue." Starlight said.

"But how? Applejack and that guy could be anywhere…" Twilight said. That's when Francis coughed up and poked his head out of the pillows.

"Erm… not quite." Francis took out the necklace.

"And… you are?" Celestia cocked her head.

"This is Francis. He's staying with me for a while." Fluttershy said.

"… I see." Celestia said. Francis continued to show the necklace.

"I can bring the guy to me… but… he might not bring Applejack with…" Francis sighed.

"Wait, you can summon him?!" Twilight looked at the necklace, with Celestia merely drawing her eyes to it.

"W-well, he said so…" Francis said. He then looked at the necklace himself and thought of something, memories of an old video game of men riding yellow birds around filling his head. "… Maybe I can challenge him to a fight…" Francis said.

"No!" Fluttershy gasped and flew straight to Francis, holding him.

"I must agree with Fluttershy here. He was able to kidnap one of the Elements of Harmony with ease. I doubt you'd be able to beat him." Starlight said. As she said this, the recent memories of Francis' easy defeat by Crow's hands played out.

"You're right… I… I can't win… He's just too good…" That's when Francis remembered something…

" _They say crows are a sign of bad luck._ "

All those times he tripped… The time he was hit with a falling piece of wood… The mere coincidence of him being able to grab Applejack. And perhaps the clincher of it was one line…

" _I bring misfortune…_ "

"… He wasn't good… He was _lucky_ … Or rather…" Francis then sighed. " _I'm_ unlucky." His body trembled a bit as he suddenly remembered something new.

He remembered himself, but not as a kid, but rather as the cat, though with black fur. He remembered blurs of events, such as a pig choking on an apple, a cow-lady being run down by a horse, to several people getting injured in comical ways, all of them saying one thing:

" _Bad luck! Bad luck!_ "

Afterwards, Francis began smirk.

"… Perhaps I might _need_ to be…" Francis said.

"Um… What are you talking about?" Twilight asked. That's when Francis turned to her.

"You talked about magic, right? Is there a spell that can make my fur black?" Francis asked. Twilight just looked to him.

"Are we really going for that old superstition?" Twilight asked.

"Crows are a sign of bad luck and one managed to use it to beat me! So I need to fight fire with fire! I need bad luck!" Francis said. Soon, Fluttershy's front door opened.

"If you need bad luck…" Francis saw Apple Bloom walk into the house. "I… I know a pony in Appleloosa. He's got bad luck written all over him!" Apple Bloom then looked and realized who was in the room, then quickly spoke up. "B-but he's good and he's a rodeo clown! Me and my friends helped him with that!" Apple Bloom said. Francis just looked to Apple Bloom and smiled.

"So… We can double the bad luck, beat him, and get your sister back." Francis said. He then turned to Twilight. "Assuming we have such a spell…" Francis asked.

"Well…" Francis then turned his head to Starlight. "There's a cosmetic spell that can change the color of your fur. I could make it so that you could _look_ like a black cat, but I doubt you'd be able to have the _luck_ of one." Starlight said.

"Thank you for doing this…" Twilight then sighed and got herself ready. "I'll plan out what to do in case this fails." Twilight then took a moment before putting her hoof on Francis' hat. "But I have faith in you." Twilight said. She then noticed Francis shaking.

"Francis… Are you sure you'd want to do this?" Fluttershy noticed as well.

"… Yes. It's my fault she's taken in the first place. If anyone needs to fix this, it'll be me." Francis said. That's when he saw Starlight step forward.

"I'll come with you, then. If anything goes wrong, I can help." She gave a smile to Francis.

"I'm coming too! I want to save my sister!" Apple Bloom said. Twilight, however, patted Apple Bloom on the back.

"Apple Bloom, this might be too risky for you." Twilight said. She then smiled. "But… you're now old enough to make your own decisions… So I won't stop you." She said. Apple Bloom grinned and went to Francis.

"… Alright! Next stop: Appleloosa!" Francis said.


	4. STRQ

_"Quincy! This way!" Susan said to his little brother. Navigating through Comic Con was rather difficult with so many people, especially when you had a little brother to watch over. "I saw a guy dressed like Ruby! We have to take a picture with him!" She smiled. Susan worked all weekend to make herself and her brother costumes for them to wear for the convention. A white robe was all that was needed to make a Summer Rose costume, while she used the concept art to make Quincy's Qrow outfit._

 _Originally she wanted to make Raven's outfit so they can be the Branwen twins, but the mask was difficult to make, and so the robe was the better alternative. She searched for the boy… Where could he be?_

 _There! By that empty table! She waved to him._

 _"Hey!" The boy noticed her as she held up her phone._

 _"Hey, nice Summer costume!" Susan couldn't resist staring at his Crescent Rose in awe. There was so much intrinsic detail to it. It was as if it was the real thing._

 _"T-thanks… Um…" She motioned Quincy to go to him. "M-mind if we…"_

 _"Oh Cool! That's Qrow, right?" The man asked Quincy._

 _"Yep!" He smiled._

 _"Nice! Aight, let's take this!" The man said as Susan went to the man and Quincy and held it out in front of them. The three smiled as the phone's light flashed._

 _"Yay!" Quincy said._

 _"Thank you!" Susan said as she looked at the phone. That's when Quincy noticed something._

 _"Hey! Look!" Quincy pointed to a man in a white business jacket, a gray scarf, black pants and shoes, and orange hair that was underneath a black bowler hat._

 _"Oh wow! We_ gotta _take a pic with that Roman Torchwick cosplayer! Thanks by the way!" With that, Susan left the man and took Quincy with._

 _The two ran after the man in the white coat as he got out of the convention via an exit door. Quickly, Quincy ran to hold the door open while Susan caught up with him. The two began to sneak in and look for the man._

 _"You have them?" They heard a man say._

 _"Yep. Which do you want, m'dear?" Another man spoke. Quincy just snuck by while Susan kept close._

 _"You sure we should be here?" Quincy asked._

 _"Yeah! Just a pic, and then we're outta here!" Susan said._

 _"I think I want that gold car."_

 _"Alright, it's coming with_ this _though. Now, for payment…"_

 _"Nah… I think I'll just take it." The two then heard a shot. Susan's eyes widened as her ears began to deafen. It took her a while to notice that Quincy ran to the sound._

 _"Quincy! Wait!" Susan followed him. The two came across a man in a business suit with a bleeding arm._

 _"Damn it!" The man groaned as Quincy took a glimpse at him. He then looked ahead to see the cosplayer running._

 _"Don't worry! I'll beat that Roman Torchwick guy!" Quincy ran towards the cosplayer. The cosplayer only looked at the boy and just clicked his teeth. He took out something that looked to be a see-through jelly bean with bits of glitter in it. He then chucked it at the ground. As it landed, it glowed blue._

 _"Quincy! Get away!" Susan tried to grab Quincy, but as she did, the bean then expanded outwards, creating what was basically a swirling green portal. The floor below it sunk down into the portal, causing Quincy to fall. Susan strained her legs, putting her heels right onto the crack in one of the floorboards and using it as an anchor. She clung onto Quincy's arm. "Quincy!" She shouted. She looked to the Torchwick cosplayer as he smirked and ran off._

 _While the portal was seemingly small, it continually sucked Quincy in, his feet dangling over it._

 _"Susan! I'm slipping!" Quincy tried to grab onto something,_ anything _, but any support he could grab just got lowered into the portal. Susan could feel it too. The giving of her strength. Quincy looked to her and began to cry. "Don't let go!" Susan knew this would be something she won't be able to do…_

 _So she instead got off and clung onto Quincy's body._

 _"I won't! I'll never let go!" She cried as the two fell into the portal. The green glow soon died down._

* * *

Francis could see the train pass into the desert region.

"So… You three managed to help him realize what his Cutie Mark was?" Starlight asked Apple Bloom.

"Yep! And now he's a rodeo clown!" Apple Bloom smiled.

"Wow…" Starlight sighed. "Good thing I'm past that whole anti-Cutie Mark phase." Starlight chuckled before frowning. "If I had come across him during that phase…" Francis had no idea what the two were talking about, though once he noticed her frown, he approached her.

"Hey, don't worry! We're gonna beat this Crow guy and rescue Apple Bloom's sister!" Francis said.

"Huh? N-no. I'm just… well…" Starlight just looked out the window.

"She used to be mean! But Twilight managed to talk her out of it! Now she's a good guy!" Apple Bloom said.

"… Yeah… That." Starlight simply sunk into her hooves. Francis merely looked at the somber unicorn before petting her back with his paw.

"Is… Is that why you wanted to help me? To prove you're good?" Francis asked. He didn't hear her, but she merely nodded. "Well… I don't know what you did, but the fact that you're helping out your friends is enough for me to know you're good!" Starlight just looked to Francis as he smiled. Starlight smiled back.

"Thanks…" She said. The tires of the train began to squeal as the conductor began to bellow out the station: " _ **AAAAAAAAPPLEOOSA!**_ " With that, Francis eagerly ran off.

* * *

 _Quincy and Susan woke up on what appeared to be a large, pink and purple checkerboard. Quincy groaned as he looked around._

 _"Susan… Where are we?" Quincy asked. Susan's eyes slowly fluttered. She got up and looked around. The world they were in had a pink sky with several floating islands, with some old thatched roof cottages near the two._

 _"Aaaah! Lovely! Just what the doctor ordered!" An eccentric voice echoed as Susan looked to see a creature sitting on a throne. A long, brown furred serpent with pieces of different animals attached to him like some sort of Frankenstein-style horror. He extended his arms, one a freakishly large lion's paw and the other a chicken's claw, and chortled. Susan held Quincy. "You must be… Ah! Right! Displaced! I always wanted one for myself. Do you two come together?" His body extended so that his light brown fur head of two different horns, a deer and a ram, was right in front of the two._

 _Susan looked at the creature's yellow eyes with blood red pupils. As Quincy looked as well, he winced and cried in Susan's arms. As Quincy cried, small ripples waved over his body. As the creature chuckled, he was pushed down. Susan looked as she saw a buffalo in a ballerina outfit seemingly trip over the serpent's body and pushed him down in the process._

 _"Quincy! Hurry!" Susan picked up Quincy and ran off._

 _The two ran further and further until they entered a dark forest. The two exhaled and panted._

 _"There… We should… be far… from him…" Susan fell down and rested her back against a tree._

 _"I want to go home…" Quincy began to cry into his knees. Just then, the two heard rustling._

 _"Going home? Well, we're on the same boat then." The two looked to a well-built dirty-blonde-haired man wearing dark orange cargo shorts, a small leather jacket over what looked to be a dress suit, a red bandana tied to his right arm with a metal shoulder pad on the other. Susan just looked at the man and blushed. "Name's Tai. Well, that's the name I have…" He looked up and saw a raven flying over the three before perching itself in a branch and looking at the two with a bit of a puzzled look. "And that is Raven."_

 _Susan got up and gulped. She didn't know these people, but a look from Tai ended up causing her to shudder and think back to when he, Raven, and Quincy were on the team… Wait, what? How can that be? She barely knew the two. … Wait… Raven…_

 _Susan looked at Raven as she flew down. Feathers exploded as a woman landed. The woman wore a bone-white mask with red tribal stripes on it, five red-bead necklaces, long black hair, and a black kimono with red samurai greaves on them. The fact that she held a sheathed sword caused Susan to open her eyes._

 _"Raven!? Like… Raven Branwen?!" She got up and ran over to investigate the detail of her kimono. "You guys cosplayers as well?" She asked._

 _"No. Tai here is just a stoner." Raven's blood red eyes seen behind the slits of the mask, turned to glare at Tai._

 _"Hey! Don't give me that crap! Some douche gave me some bad ganja is all!" Tai said._

 _"That somehow placed you in a realm of chaos." Raven turned to the kids. "I'm not a cosplayer. I'm merely someone who agreed to be Displaced…"_

 _"Displaced… The snake told us we were Displaced…" Susan muttered._

 _"Yeah. Displaced. People who have left their homes and end up being shafted into other worlds… like this chaotic pit." Tai sighed._

 _"This world may seem like a pit to those who give up hope… But I refuse to see it as such. I'm looking for a means to get us back home, away from this world. What we're in is not a pit. It's a ladder. We just need to climb it." With that, Raven walked away. Quincy got up._

 _"STRQ…" Quincy muttered. Raven turned to see him. "If… If we're gonna be together, that'll be our name, right?" Quincy looked at his hands. He too began to remember stuff about the team he was on. He just smiled and gripped his fists. "Yeah! We'll climb it as STRQ!" Raven just smiled behind her mask, though Susan could notice what looked to be a tear from her eye._

* * *

"No way! I already have enough bad luck as it is!" Francis sat by on the benches of a large rodeo arena as he saw a large, dark brown horse talking to Apple Bloom. He sniggered at the sheer size difference.

"But Trouble Shoes! My sister's in trouble! We _need_ you!" Apple Bloom said.

"I'm a rodeo clown, not some jouster!" Starlight sat next to Francis.

"I hope you know what you're doing." Starlight asked him.

"... I hope so too." Francis looked to Starlight as she placed her hoof on his leg.

"You could be more than that! My sister's a hero of Equestria! Saving her? Why, you'd be even _more_ of a hero!" Apple Bloom then let out a smile as Francis could hear what amounts to air squeezing out of her cheeks.

"... A hero? Hmm... That sounds interesting. Hey, kid! Ever rode a pony before?" Trouble Shoes asked. Francis looked at him for a bit before memories of him riding on a white horse, straddling on the neck and holding the horse by the ears. Francis just nodded and ran to him. "Well, just be prepared. I'm not exactly the most sturdy of pony."

"I don't care. We just need to be super unlucky." Francis turned to Starlight and nodded. Starlight's horn glowed as his orange fur began to lose its coloring, slowly and surely darkening to an absolute shade of black. Francis flexed his fingers.

"Now remember, this only makes you _look_ unlucky, it won't _make_ you unlucky." Starlight said.

"Well, let's hope that bad luck balances out bad luck…" Francis pulled out the cross necklace and held onto it, uttering the words that he was given: "I bring misfortune…"

Suddenly, the sky went dark as winds picked up, blowing dust around the area. Apple Bloom coughed as Starlight used her magic to pick her up and levitate both her and Apple Bloom to the benches. The sounds of crows cawing echoed as dark feathers floated downward onto a single place. Francis hopped onto Trouble Shoes as a dark light emanated from the feathers for a brief moment before taking human form. As he did, a banner flew downward, on it was a weird combination of shapes, squares, and diamonds. It landed in front of Apple Bloom and Starlight. Apple Bloom looked at the banner and read it.

✈︎❒︎□︎⬥︎ ✞︎? ﾸﾎ ? ﾸﾎ◆︎⬧︎⬧︎

"What the hay is this?" She squinted as Starlight looked at it.

"It's… I don't believe it! It's in Baelish!" Starlight said. She took a moment before looking at Apple Bloom. "It's an ancient language that Discord used when was ruling Equestria."

"So what's it doing here?" Apple Bloom asked. Starlight just looked up to see what appeared to be a cotton candy cloud.

"I think we may not be the only viewers to this fight…" Starlight said. The two then heard a muffled squeal as they saw Crow holding Applejack, tied up with what looked to be spider web and muffled with a cloth, before tossing her.

"That was quick. I was half expecting you to train for a week before giving me a call." Crow shrugged and got out his sword. "So, here's how it's gonna go: We fight. First one to pass out loses. I'm not one to fight to the death, especially if my opponent is a small kid." Francis just held onto Trouble Shoe's neck and glared at him.

"I-if I win, you give Applejack back…" Francis readied his rapier.

"Fair enough, but if _I_ win, then Celestia must unseal the statues." Crow said.

"…" He looked to Apple Bloom and Starlight Glimmer. He closed his eyes. His heart pounding. All he had to do is breath in and out. He then glared at Crow. "You're on!"

"Arlight. Just be warned… Just because you're a kid doesn't mean I'm gonna go easy on you." With a cocky grin, he charged towards Francis. Trouble Shoes galloped towards Crow, but he ended up tripping over his own legs. Francis leaped off Trouble Shoes just as he fell down, propelling him towards Crow as he pulled out his rapier.

Francis let out a loud battle yowl as Crow swung with his sword. The two weapons clashed, creating small sparks that exploded from the two weapons.

The duel has begun.


End file.
